In 2012, Forbes Magazine named Stillwater one of the "ten prettiest small towns in America." Nestled below the bluff along the scenic St. Croix River, one of America's protected Wild and Scenic Waterways, the red brick town stands as proof of that commendation. Its historic buildings and iconic Lift Bridge, shops and antique stores that line Main Street, parks, bars and restaurants and stunning river views draw visitors year-round. The burnished and brilliant leaves of autumn make views across the St. Croix to Wisconsin particularly enchanting.

One of Minnesota's oldest towns, Stillwater is often called the birthplace of Minnesota. After treaties with the local Ojibwe and Dakota tribes were signed in 1837, settlers moved into the valley to harvest then-abundant lumber and build sawmills on the river. In 1848, Stillwater hosted a territorial convention that began the process of establishing Minnesota as a state (the spot, at Myrtle and Main Streets, is marked by a bronze commemorative plaque).

While Minneapolis got the University of Minnesota and St. Paul became the capital, Stillwater was chosen as the site of the territory's first prison. The Minnesota Territorial Prison opened in 1853. The Warden's House, now a museum, is open for tours (602 N. Main; 651-439-5956; wchsmn.org/museums/wardens_house).

Another early landmark is the striking Italianate-style 1867 Washington County Courthouse (101 W. Pine St.; 651-275-7075; www.co.washington.mn.us). On the National Register of Historic Places, it is the state's oldest standing courthouse. Stillwater's original 1901 Renaissance Revival library was gratis from Andrew Carnegie. The town's most iconic symbol is the 1931 Lift Bridge leading to Wisconsin. It will be repurposed as a pedestrian and cycling path when the downriver St. Croix Crossing freeway-scale bridge is completed in 2016.

What to do

The choices are endless. Walking historic Main Street is in itself enough. For more exercise, climb one of Stillwater's five historic stairways for breathtaking river views, including the one at bluff-top Pioneer Park. Or saunter along the St. Croix on Lowell Park Riverwalk. Paddleboat rides with the St. Croix Boat and Packet Co. (525 S. Main; 651-430-1234; stillwaterriverboats.com) are warm-weather crowd-pleasers or, for a more intimate river experience, take a romantic ride in an authentic Venetian gondola (651-439-1783; www.gondolaromantica.com). The seasonal Stillwater Trolley is a stress-free way to navigate the crowds, through October. (651-430-0352; stillwatertrolley.com).

WHere to stay

On the steep hillsides overlooking downtown Stillwater, wealthy 19th-century lumber barons built dozens of beautiful Victorian-style homes, seven of which are now fashionable B&B inns. All come highly recommended but of note are the Ann Bean Mansion (319 W. Pine St.; 651-430-0355; annbeanmansion.com), Elephant Walk (801 W. Pine St.; 651-430-0528; elephantwalkbb.com) and the William Sauntry Mansion (626 N. 4th St.; 651-430-2653; www.sauntrymansion.com). The more expansive Lowell Inn (102 N. 2nd St.; 651-439-1100; lowellin.com) and Water Street Inn (101 Water St.; 651-439-6000; waterstreetinn.us) offer historic accommodations with fireplaces and restaurants.

Where to dine

Recently opened is the airy Tin Bins (413 E. Nelson; 651-342-0799) tucked away in the unique 1898 Commander grain elevator. Part coffee shop, part wine bar, it's a peaceful spot with light fare, a deck and river views.

For coffee, the independent Daily Grind Espresso Café (317 S. Main; 651-430-3207) has been in business since 1992. Up the hill, the go-to spot for sandwiches and beer is Meisters Bar & Grill (901 S. 4th St.; 651-433-5230; meistersbar.com). For nightlife, try the historic Freight House (305 Water St.; 651-439-5718; fhstillwater.com).

For more refined digs, the Dock Cafe (425 E. Nelson; 651-430-3770; dockcafe.com) has been a favorite for more than 25 years, with river views from its dining room and deck. A relative newcomer to the foodie scene, the Green Room (215 S. Main; 651-342-0215; tgrstillwater.com), offers steaks, fish and poultry, with an Indian or "world cuisine" twist. Marx Fusion Bistro (241 S. Main; 651-439-8333; marxwbg.com), a lively but intimate spot with a thoughtful menu and wine list, is in as much demand as it was when it opened in 2000. Not to be missed is Domacin Restaurant and Winebar (102 S. 2nd St.; 651-439-1352; domacinwinebar.com). Its menu, with ingredients sourced from local and organic purveyors, is matched by a superior wine list. Don't leave without visiting the adjacent Domacin Wine Shop.

For Saturday wine tastings slip into Northern Vineyard Winery (223 N. Main; 651-430-1032; northernvineyards.com) or check out Lift Bridge Brewing Co. for microbrews (1900 Tower Dr.; liftbridgebrewery.com).

shopping

Main Street is lined with shops, but several stand out. With the loss of area farmland in the past 20 years, the 116-year old Stillwater Farm Store (401 S. Main; 651-439-6143) has changed its inventory from large-animal feed and supplies to a range of yard and garden supplies. For home furnishings, gifts and baby items visit Alfresco (321 S. Main; 651-439-0814). Joining Cooks of Crocus Hill (324 S. Main; 651-351-1144), is Stillwater Olive Oil Co. (208 S. Main; 651-842-5789; stillwateroliveoil.com), with its globally sourced oils and vinegars, and the Spice & Tea Co. (212 S. Main; 651-351-5155; myspiceandteaco.com), featuring bricks of pink salt. Clothing stores abound but 45 Degrees (229 S. Main; 651-430-3609) stands out for its quality outdoorwear.

At the north end of town is one of the nicest area co-ops, River Market (221 N. Main; 651-653-8405). Get a sandwich or soup to go at its deli. While on N. Main stop at Valley Bookseller (217 N. Main; 651-430-3385), a friendly independent bookstore. Stillwater has two antiquarian/rare book proprietors worth visiting: Black Letter Books (102 S. Main; 651-430-9805) and St. Croix Booksellers (232 S. Main, 651-430-0732). Sharing the space is St. Croix Architecture, which sells historic globes and 19th-century architectural plans and prints.

Antique hunting has long been a Stillwater mainstay. Visit Stillwater Antiques Mall (101 S. Main; 651-439-6281), Midtown Antique Mall (301 S. Main; 651-430-0808) and American Gothic Antiques (236 S. Main; 651-439-7709). For a clue to Stillwater's early history, shop at Staples Mill Antiques (410 N. Main; 651-430-1816), the historic stone mill established in 1859.

if you go

Get more information at the Greater Stillwater Chamber of Commerce; 200 E. Chestnut St., No. 204; 651-439-4001; greaterstillwaterchamber.com and discoverstillwater.com.